UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission File Number: 001-43129

SHARONAI HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware		41-2349750
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

745 5th Ave, Suite 500 New York, NY		10151
(Address of principal executive offices)		(Zip code)

(347) 212-5075

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Ordinary Common Stock, par value $0.0001		SHAZ		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 5, 2026, the issuer had a total of 35,667,164 Class A Ordinary Common Stock and 136,341 Class B Super Common Stock, par value $0.0001 per share, outstanding.

SHARONAI HOLDINGS INC.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2026

TABLE OF CONTENTS

Item		Number
	Part I – Financial Information

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	36
Item 4.	Controls and Procedures	36

	Part II – Other Information

Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	41
Item 6.	Exhibits	41
	Signatures	42

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

SHARONAI HOLDINGS INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

	June 30,			December 31,
	2026			2025
ASSETS
Current assets
Cash and cash equivalents	$	1,861,347,822		$	71,073,024
Trade and other receivables		28,458,817			749,677
Convertible note proceeds receivable		-			15,171,072
Assets held for sale		1,170,289			1,135,490
Other current assets		47,196,444			288,191
Total current assets		1,938,173,372			88,417,454
Property and equipment, net		26,323,307			15,207,775
Right of use assets, net		6,889,203			7,140,877
Equipment, software and lease prepayments		302,647,678			-
Certificates of deposits		12,748,105			915,397
Other long-term assets		16,512,329			3,414,432
Goodwill		18,044,215			18,044,215
TOTAL ASSETS	$	2,321,338,209		$	133,140,150
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Trade and other payables	$	32,407,955		$	3,433,320
Customer deposits		143,879,911			-
Warrant liability		6,145,450			890,000
Note payable		6,025			2,254,968
Convertible notes, current portion		20,059			129,017,286
Finance lease liabilities, current portion		1,176,406			1,072,820
Other current liabilities		-			2,701,932
Total current liabilities		183,635,806			139,370,326
Convertible notes, non-current		1,006,515,000			-
Finance lease liabilities, non-current		3,640,024			3,918,081
TOTAL LIABILITIES		1,193,790,830			143,288,407
Stockholders’ equity (deficit):
Common Stock- Class A ($0.0001 par value, 100,000,000 shares authorized; 35,667,164 and 11,832,164 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively)		3,567			1,183
Common Stock- Class B ($0.0001 par value, 136,341 shares authorized; 136,341 shares issued and outstanding as of June 30, 2026 and December 31, 2025)		14			14
Common Stock, value		14			14
Additional paid-in capital		1,624,995,090			33,861,613
Accumulated deficit		(491,747,880	)		(43,529,190	)
Accumulated other comprehensive loss		(3,418,013	)		(372,992	)
Noncontrolling interest		(2,285,399	)		(108,885	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		1,127,547,379			(10,148,257	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	2,321,338,209		$	133,140,150

See accompanying Notes to Consolidated Condensed Financial Statements.

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SHARONAI HOLDINGS INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	2026			2025			2026			2025
	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2026			2025			2026			2025
Revenue	$	1,931,381		$	376,984		$	2,225,396		$	702,077
Cost of revenue		761,755			398,266			1,287,572			711,648
Gross profit (loss)		1,169,626			(21,282	)		937,824			(9,571	)
Share-based compensation		2,670,588			489,345			3,052,746			956,968
Selling, general and administrative expenses		8,685,424			1,083,093			12,700,643			2,090,523
Other expenses		14,597,792			1,169,712			12,787,838			1,676,132
Gain on disposal of property and equipment		-			(153,199	)		-			(961,713	)
Loss from operations		(24,784,178	)		(2,610,233	)		(27,603,403	)		(3,771,481	)
Non-operating income (expense), net:
Change in fair value of digital assets		-			(62,657	)		-			(391,090	)
Change in fair value of warrant liabilities		(6,138,775	)		-			(5,255,450	)		-
Change in fair value of convertible notes		(400,440,855	)		-			(470,668,608	)		-
Change in fair value of share-based payment		334,502			-			334,502			-
Gain on investment in NUAI shares		6,493,245			-			4,984,130			-
Gain on sale of investment in TCDC		856			-			65,920,568			-
Interest expense, net		(4,527,540	)		(43,521	)		(3,267,654	)		(55,912	)
Loss before income taxes		(429,062,745	)		(2,716,411	)		(435,555,915	)		(4,218,483	)
Income tax (expense) benefit		(1,305,951	)		127,579			(14,824,603	)		190,161
Net loss		(430,368,696	)		(2,588,832	)		(450,380,518	)		(4,028,322	)
Net loss attributable to non-controlling interest		(2,065,770	)		(12,426	)		(2,161,826	)		(19,336	)
Net loss attributable to SharonAI Holdings Inc.	$	(428,302,926	)	$	(2,576,406	)	$	(448,218,692	)	$	(4,008,986	)
Net loss per share, basic and diluted	$	(22.84	)	$	(2.41	)	$	(27.38	)	$	(3.76	)
Weighted-average number of shares outstanding		18,755,220			1,067,213			16,370,481			1,067,213

See accompanying Notes to Consolidated Condensed Financial Statements.

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SHARONAI HOLDINGS INC.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

	2026			2025			2026			2025
	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2026			2025			2026			2025
Net loss	$	(430,368,696	)	$	(2,588,832	)	$	(450,380,518	)	$	(4,028,322	)
Net loss attributable to non-controlling interest		(2,065,770	)		(12,426	)		(2,161,826	)		(19,336	)
Net loss attributable to SharonAI Holdings Inc.		(428,302,926	)		(2,576,406	)		(448,218,692	)		(4,008,986	)